[LOGO] Pitney Bowes President and Chief Operating Officer March 2, 2001 Mr. Mark Flynn 22 Manor Rd. Ridgefield, CT 06877 Re: Letter of Agreement Dear Mark: In the event Pitney Bowes both establishes a new legal entity to operate the majority of the Company's existing Office Systems Division business (the "Businesses") and spins off the Business in a separate transaction to be determined in the future, and you are an employee in good standing of Pitney Bowes Inc., you will be offered the position set forth herein. For purposes of this Agreement, the spun-off Business shall be referred to as "Spinco." Immediately prior to the spin off of the Business, you will be offered the position of Vice President and General Counsel of Spinco. Your compensation, benefits and incentive package as Vice President and General Counsel of Spinco, subject to approval of the Spinco Board of Directors, will be as follows: 1. Salary. Your annual salary will be $225,000 2. Annual Incentive. You will be eligible to participate in Spinco's annual incentive compensation program. The target award for your position will be 35% of your salary, and the maximum award opportunity will be 70% of your salary. The actual award will be earned on the basis of the achievement of various objectives established by Spinco's Board of Directors for your position and Spinco. 3. Equity. You may be granted stock options in Spinco at the discretion of Spinco's Board of Directors. Such stock option recommendations will be at a range consistent with your position as Vice President and General Counsel. 1 Elmcroft Road Stamford, CT 06926-0700 (203) 351-6582 Page 2 March 2, 2001 4. Long Term Cash Incentive. You will be eligible to participate in Spinco's Long Term Incentive Plan, with a target award opportunity of $50,000 and a maximum award to be determined once the spin-off takes place. 5. Benefits. During the period of your employment, you will be eligible to participate in Spinco's benefit programs made available to Spinco employees of equal status. 6. Welfare Benefits. During your employment, you and your eligible depends will be eligible to participate in Spinco's group medical and dental plans made available to Spinco employees of equal status. This Agreement will be effective as of the date you sign the Agreement and will continue in effect until you are notified in writing by me that the Agreement ceases to be effective as of a date I will specify in the notice. Please confirm your acceptance of this offer by signing and dating below and returning a copy of this letter to my attention. This offer will expire on March 9, 2001. Sincerely, /s/ Marc C. Breslawsky Marc C. Breslawsky MCB/unh Accepted by: /s/ Mark S. Flynn ---------------------- Mark S. Flynn 3/5/01 ---------------------- Date Page 3 March 2, 2001 ________________________________________________________________________________ Terms and Conditions ________________________________________________________________________________ 1. Completion of a Patent and Confidential Agreement. - (Enclosed). 2. Completion of an Employee Medical Questionnaire. - (Enclosed). 3. Compliance, as an express condition of employment, with Pitney Bowes Drug Free Workplace and Substance Policy Statement dated June 1, 1989, including the passing of a drug screening test. 4. Provision of the proper immigration control forms (I-9). - (Enclosed). As a matter of record, we do not wish to receive any confidential information concerning any technical or other matters of which you might be aware as a result of your employment with Wiggin & Dana, its successors or any other party. You will have to be the one who monitors this policy, and we will rely on your good judgment. We ask you to follow the guideline that, if at any time you are in doubt about whether or not to disclose any such matter, you resolve the --- situation by not disclosing or discussing any information which could create a present or future conflict for you or Pitney Bowes. You have advised us that you are not under any current or former agreement which prohibits you from being employed by Pitney Bowes. In addition, you understand and agree that your employment is "at-will", which means that you or Pitney Bowes can end your employment at any time for any reason. [LOGO] Pitney Bowes President and Chief Operating Officer March 2, 2001 Mr. Mark S. Flynn 22 Manor Road Ridgefield, CT 06877 Dear Mark: I am pleased to confirm my offer to you to join Pitney Bowes Inc. (PBI) as Executive Consultant, reporting directly to me. You are being retained on a temporary basis to assist PBI in the formation and subsequent spin off of the Office Systems businesses into a separate entity ("Spinco"). It is anticipated that this project will be completed by end of the third quarter 2001. The terms of your compensation and benefits package are as follows: 1. You will be paid on a semi-monthly basis at an annual base salary rate of $225,000. 2. You are eligible to earn an annual incentive award with a target opportunity of 35% of base salary, and a maximum of 70% based on your employment both with PBI and Spinco, payable in February 2002. The actual payment will be determined on the basis of your individual performance as well as the performance of Office Systems and Spinco. 3. You will be eligible for a flexible benefits program on the first day of the month following your start of employment. This offer is contingent upon the provisions outlined in the attached document (Terms and Conditions). 1 Elmcroft Road Stamford, CT 06525-0700 (203) 351-6582 Page 2 March 2, 2001 Mark, we are confident that the position will be challenging and rewarding; that you will make significant contributions; and that you will achieve personal success in Pitney Bowes. Please confirm your acceptance of this offer by signing and dating below and returning a copy of this letter to my attention. This offer will expire on March 9, 2001. Sincerely, /s/ Marc C. Breslawsky Marc C. Breslawsky MCB/tmh C: Corporate Compensation Attachment: Terms & Conditions Accepted by: /s/ Mark S. Flynn ----------------------------- Mark S. Flynn 3/5/01 ----------------------------- Date
Employment Agreement - Pitney Bowes Inc. and Mark Flynn
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